Robert Talbot, an American millionaire, arrives early for his annual vacation at his luxurious Italian villa. His long-time girlfriend Lisa has given up waiting for him and has decided to marry another man. Meanwhile, his sneaky business associate Maurice secretly misappropriates the villa as a hotel while Talbot is away. The current guests of the "hotel" are a group of young American girls.

Michael is a guitarist in a night club, but his indulgence in gambling costs him his job. He is kicked out of the band. Wandering in an alley, he accidentally overhears a gang of drug dealers plotting. He is caught as he tries to get away. Michael seeks the help of his roommate, Roger who is the manager of a girls band preparing to go on a performing tour to Thailand. Roger takes Michael as a band member so that he can get away. While in Thailand, Michael falls in love with the leading female singer of the band. He tries all sorts of ways to gain her attention and love, while keeping one jump ahead of pursuing gangsters...